UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
November 27, 2006
MOBILEPRO CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-51010 87-0419571
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
6701 Democracy Blvd., Suite 202
Bethesda, MD 20817
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(Address of principal executive offices) (Zip Code)
(301) 315-9040
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(Registrant's telephone number)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Other Events.
On November 27, 2006 the Registrant ("Mobilepro") issued 7,921,296 shares
of its common stock, par value $0.01 par value per share, to Cornell Capital
Partners, LP under the terms of a convertible debenture dated June 30, 2006 and
reported in our Current Report on Form 8-K filed July 7, 2006. Under the terms
of that convertible debenture, Mobilepro has the right to pay principal and
interest due in cash or shares of Mobilepro's common stock, which shares shall
be valued at the lower of $0.275 or a 7% discount to the average of the two
lowest daily volume weighted average prices of Mobilpro's common stock as quoted
by Bloomberg, LP for the five trading days immediately following the scheduled
payment date.
The above securities were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended, to a
person who is sophisticated in such transactions and who had knowledge of and
access to sufficient information about Mobilepro to make an informed investment
decision. The purchaser of these securities was aware that they were restricted
securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Jay O. Wright
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Jay O. Wright
Chief Executive Officer
MOBILEPRO CORP.
Date: November 28, 2006